a5757825ex10_2.htm


    
      Exhibit
10.2

       

       

      ASSET
PURCHASE AGREEMENT

       

      THIS ASSET PURCHASE AGREEMENT
(this “Agreement”) is made
as of May 21, 2008, by and between ANTs software inc., a Delaware corporation
(“Seller”), and
Four J’s Development Tools, Inc., a Washington corporation (“Buyer”).  Buyer
and Seller are collectively referred to herein as the “Parties” and each
individually as a “Party.”

       

      WHEREAS, Buyer desires to
acquire from Seller, and Seller desires to sell to Buyer, certain assets of the
ADS Business, as defined herein.

       

      NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

       

      
        	
                1.

              	
                PURCHASE
      AND SALE OF ASSETS

              


      

       

      1.1           Purchase of Assets.
On the terms and subject to the conditions contained in this Agreement, at the
Closing (as defined below), Buyer shall purchase from Seller, and Seller shall
sell, convey, assign, transfer and deliver to Buyer, good and valid title to
ANTs Data Server (“ADS”) product
(including all the assets that constitute the ADS) and the assets listed in
clauses “(a)” through “(g)” below (collectively, the “Purchased Assets”),
free and clear of any Encumbrances, including without limitation the following
properties, rights, interests and tangible and intangible assets:

       

      (a)           Patents and Patent
Applications: All of the patents, patent applications and patent rights
to inventions that are or were used in ADS, including the patents, patent
applications and patent rights to inventions identified on Schedule 1.1(a), and
any counterparts, reissues, divisions, extensions, continuations and
continuations in part of, and any other patents claiming priority from, any of
the foregoing, in each case in any jurisdiction in the world (the patents,
patent applications, patent rights to inventions, counterparts, reissues,
divisions, extensions, continuations and continuations in part of, and any other
patents claiming priority from, any of the foregoing referred to in this Section
1.1(a) being referred to in this Agreement as the “Purchased
Patents”).

       

      (b)           Other Proprietary
Assets: All of the trade secrets, know-how, inventions, designs, drawings
and other Intellectual Property and Intellectual Property Rights (other than
patent rights, which are addressed in Section 1.1(a)) that are or were used in
ADS, and all goodwill of ADS, including the Intellectual Property described on
Schedule 1.1(b)
(the Purchased Patents, together with the Intellectual Property and Intellectual
Property Rights and goodwill referred to in this Section 1.1(b), being referred
to in this Agreement as the “Purchased
IP”).

       

      (c)           Fixed Assets: All
items of equipment, furniture, fixtures, computer equipment and other tangible
assets that are identified on Schedule 1.1(c), and
all other furniture, fixtures, computer equipment and tangible assets of Seller
that are or were used in ADS or that are used by the Designated Employees (the
tangible assets referred to in this Section 1.1(c) being referred to in this
Agreement as the “Purchased Fixed
Assets”).

      
        
          
          

        

        
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      (d)           Contracts: All rights
of Seller under the Contracts identified on Schedule 1.1(d) (the
“Transferred
Contracts”).

       

      (e)           Claims: All Claims
(including Claims for past infringement of Purchased IP) of Seller against other
Persons to the extent related to the Purchased Assets (regardless of whether or
not such Claims have been asserted by Seller), and all rights of indemnity,
warranty rights, rights of contribution, rights to refunds, rights of
reimbursement and other rights of recovery possessed by Seller (regardless of
whether such rights are currently exercisable), in each case to the extent
related to the Purchased Assets.

       

      (f)           Promotional Materials,
Records, Customer Information, Etc.: All advertising and promotional
materials, and all books (including log books), records (including contact
information, files and other data relating to the customers of ADS), files and
data, in each case to the extent that such materials, books, records, files,
data and Customer Information are or were used in the ADS Business (the “Purchased
Books”).

       

      (g)           Governmental
Authorization: All Governmental Authorizations held by Seller that are or
were used in ADS.

       

      Notwithstanding
the foregoing, the Parties agree that Seller is not selling, assigning,
transferring, conveying or delivering to Buyer, and the Purchased Assets shall
not include, any of the assets specifically identified on Schedule 1.1A
(collectively, the “Excluded
Assets”).

       

      1.2           Agreements Relating to
Transfer of Purchased Assets.

       

      (a)           Any
and all software, including all related documentation, (including, without
limitation, one copy of all existing Source Code in Seller’s possession or under
Seller’s control for all computer programs included in the Purchased Assets,
which shall include (if existing) the fully commented Source
Code, annotated Source Code listings, flow charts, decision tables,
schematics, drawings, specifications, documentation, design details, and other
related documents that pertain to all software owned, possessed or used by
Seller in connection with the ADS Business and such technology and documentation
(if existing) sufficient to allow for
complete restoration, utilization, and modification of such software, and will
be sufficient to allow a computer programmer reasonably skilled in the art to
compile/build such software into machine readable form and documentation
as is necessary to understand the design, structure and implementation of all
such software) that constitutes a Purchased Asset and any of the other Purchased
Assets that is currently held in electronic form that can be transmitted
electronically will be so transmitted to Buyer immediately following the Closing
and will not be delivered to Buyer on any tangible medium.  Promptly
following any electronic transmission, Seller shall execute and deliver to Buyer
a certificate in a form reasonably acceptable to Buyer and containing, at a
minimum, the following information: (i) the date of transmission; (ii) the time
the transmission was commenced and concluded; (iii) the name of the individual
who made the transmission; and (iv) a general description of the nature of the
items transmitted sufficient to distinguish the transmission from other
transmissions.

      
        
          
          

        

        
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      (b)           Immediately
after the Closing, Seller shall cause to be provided to Buyer all materials and
information that are or were used in the Purchased Assets, and shall take all
other steps reasonably required to enable Buyer to obtain possession of, and to
exploit, the Purchased Assets.

       

      1.3           Assumption of
Liabilities.

       

      (a)           Except
as set forth in Section 1.3(b), Buyer shall not assume any Liabilities of Seller
(whether or not related to the Purchased Assets) or otherwise relating to any of
the Purchased Assets, including: (i) any Tax Liabilities of Seller relating to
the time period prior to the Closing Date (as defined below); (ii) any
Liabilities of Seller relating to accounts payable, indebtedness, legal
services, accounting services, financial advisory services, investment banking
services or other professional services performed in connection with the sale of
the Transferred Assets; (iii) any wages, salaries, redundancy, notice, severance
payments or other Liabilities relating to any employee of Seller (including any
Designated Employee with respect to any period prior to the date such Designated
Employee becomes an employee of the Buyer, at which time all wages, salaries,
redundancy, notice, severance payments and other Liabilities relating to the
Designated Employees following such date shall be Buyer’s sole responsibility);
(iv) any Liabilities with respect to any Contract; (vii) the Retained Employment
Liabilities; and (viii) any other Liabilities other than the Assumed Liabilities
specifically set forth in Section 1.3(b) below.  As used herein, the
term “Excluded
Liabilities” refers to any Liabilities of Seller or otherwise relating to
the Purchased Assets that are not specifically set forth in Section
1.3(b).

       

      (b)           At
the Closing, Buyer shall assume the obligations and liabilities (the “Assumed Liabilities”)
of Seller under the Transferred Contracts, but only to the extent that such
obligations: (A) arise after the Closing Date; (B) do not arise from or relate
to any breach by Seller of any provision of any of the Transferred Contracts;
(C) do not arise from or relate to any event, circumstance or condition
occurring or existing on or prior to the Closing Date that, with notice or lapse
of time, would constitute or result in a breach of any of the Transferred
Contracts; and (D) are ascertainable (in nature and amount) solely by reference
to the express terms of the Transferred  Contracts.

       

      1.4           Purchase
Price.

       

      The
purchase price for the Purchased Assets shall be equal to $3,500,000 (the “Purchase Price”)
payable in cash as follows:

       

      (a)           $1,000,000
shall be due and payable on the Closing Date (the “Closing
Payment”);

       

      (b)           $500,000
shall be due and payable on the earlier of (i) the close of Buyer’s Financing,
or (ii) the date that is six months following the Closing Date; and

       

      (c)           $2,000,000
shall be due and payable on the earlier of (i) the close of Buyer’s Financing,
or (ii) the date that is twelve months following the Closing Date.

       

      (d)           The
obligation of Buyer to make the payments set forth in Sections 1.4(b) and 1.4(c)
shall be evidenced by a secured promissory note in the form attached hereto as
Exhibit 1.4.1
(the “Note”).  Notwithstanding
the above, Seller and Buyer acknowledge and agree that Buyer shall have those
rights set forth in Section 4.1(d).

      
        
          
          

        

        
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      1.5           Closing.  Subject
to the terms and conditions of this Agreement, the closing of the transactions
contemplated by this Agreement (the “Closing”) shall take
place immediately following the execution of this Agreement and the other
Transactional Agreements at the offices of Seller.  The date first set
forth above is herein referred to as the “Closing
Date.”

       

      1.6           Actions to Occur at
Closing.  At the Closing, and subject to the terms and
conditions of this Agreement, the Parties shall cause each of the following to
occur:

       

      (a)           Payment of Closing
Payment.  Buyer shall pay to Seller the Closing Payment
pursuant to Section 1.4(a).

       

      (b)           Bill of
Sale.  Seller shall execute and deliver to Buyer the Bill of
Sale in the form attached as Exhibit 1.6(b)
hereto.

       

      (c)           Employment Offers. Each
of the Designated Employees: (i) shall execute and enter into employment
agreements with Buyer on the terms agreed between Buyer and each Designated
Employee; and (ii) shall become an employee of Buyer as of immediately following
the Closing.

       

      (d)           Execution of Ancillary
Agreements.  Seller shall execute and deliver to Buyer such
additional bills of sale, endorsements, assignments and other documents as may
(in the reasonable judgment of Buyer or its counsel) be
necessary or appropriate to assign, transfer and deliver to Buyer good and valid
title to all of the Purchased Assets free of any Encumbrances, or otherwise
facilitate the performance and consummation of the Transactions anticipated
hereby.

       

      (e)           Delivery of Source
Code.  Seller shall deliver to Buyer one copy of all existing
Source Code in Seller’s possession or under Seller’s control for all computer
programs included in the Purchased Assets, which shall include (if existing)
annotated Source Code listings, flow charts, decision tables, schematics,
drawings, specifications, documentation, design details, and other related
documents that pertain to all software owned, possessed or used by Seller in
connection with the ADS and such technology and documentation (if existing) as
is necessary for a database computer programmer
reasonably skilled in the art to understand the design, structure, and
implementation of such software.

       

      (f)           Note.   Buyer shall
execute and deliver to Seller the Note.

       

      (g)           License
Agreement.  Seller and Buyer shall execute and deliver a
License Agreement pursuant to which Seller would license certain third-party
software code to Buyer.

       

      1.7           Sales Taxes.  Subject to
Section 1.8, Buyer shall bear and pay, and shall reimburse Seller for, any sales
taxes, use taxes, transfer taxes, documentary charges, recording fees or similar
taxes, charges, fees or expenses that may become payable in connection with the
sale of the Purchased Assets to Buyer or in connection with any of the other
Transactions; provided,
however, that in the event any Governmental Body determines that the
amount of such taxes paid to such Governmental Body was insufficient, then
Seller shall reimburse Buyer for 50% of the amount of any additional taxes
determined to be payable to such Governmental Body in connection with the sale
of the Purchased Assets to Buyer or in connection with any of the other
Transactions.

      
        
          
          

        

        
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      1.8           Allocation.  Within
45 days following the Closing Date, Buyer shall deliver to Seller a statement
setting forth Buyer’s good faith determination of the manner in which the
consideration referred to in Section 1.4 is to be allocated among the Purchased
Assets.  The allocation prescribed by such statement shall be
conclusive and binding upon the Parties for all purposes, and neither Party
shall file any Tax Return or other document with, or make any statement or
declaration to, any Governmental Body that is inconsistent with such
allocation.

       

      
        	
                2.

              	
                REPRESENTATIONS
      AND WARRANTIES OF SELLER

              


      

       

      Seller
represents and warrants to Buyer, as follows:

       

      2.1           Organization and Corporate
Power.  Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.  Seller is qualified to do business in every jurisdiction in
which such qualification is necessary, except where the failure to so qualify
has not had or would not reasonably be expected to have a material adverse
effect on Seller, the ADS Business or any of the Purchased
Assets.  Seller has full corporate power and authority to own and
operate its properties and to carry on its business.  Seller is not in
default under or in violation of any provision of its certificate of
incorporation or bylaws.

       

      2.2           Authorization of
Transactions.  Seller has full corporate power
and authority to execute and deliver this Agreement and the other Transactional
Agreements and to consummate the Transactions and to perform its obligations
hereunder and thereunder.  The board of directors of Seller has duly
approved this Agreement and the other Transactional Agreements and has duly
authorized the execution and delivery of this Agreement and the other
Transactional Agreements and the consummation of the
Transactions.  This Agreement and the other Transactional Agreements
have been duly executed and delivered by Seller, and constitute the valid and
binding agreements of Seller, enforceable against Seller in accordance with
their terms, except as such enforcement may be limited by application of
equitable remedies and principles and by insolvency, moratorium, bankruptcy, and
similar laws.  The approval of the stockholders of Seller is not
required to execute and deliver this Agreement and the other Transactional
Agreements or to consummate any of the Transactions.

       

      2.3           Absence of
Conflicts.  Neither the execution and delivery by Seller of
this Agreement and the other Transactional Agreements nor the consummation and
performance of the Transactions by Seller will (with or without notice or lapse
of time): (a) result in the imposition or creation of any Encumbrances upon any
of the Purchased Assets; or (b) (i) conflict with or result in any breach of any
of the terms, conditions or provisions of, (ii) constitute a default under,
(iii) result in a violation of, or (iv) require Seller to obtain any Consent or
exemption or give notice to or make a declaration to, or filing with, any Person
or Governmental Body under, with respect to clauses “(i),” “(ii),” “(iii)” and
“(iv)”: (w) the provisions of any of the organizational documents of the Seller,
(x) any Contract to which the Seller is a party, including without limitations
the Transferred Contracts, (y) any law, statute, rule or regulation to which the
Seller is subject or (z) any judgment, order or decree to which the Seller or
the Purchased Assets are subject.

      
        
          
          

        

        
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      2.4           Litigation;
Proceedings.  There are no Proceedings pending or threatened
against or affecting Seller that involve the Purchased Assets or that otherwise
relates to or might affect the Purchased Assets, or that could adversely affect
Buyer’s use of the Purchased Assets following the Closing.

       

      2.5           Consents.  No
Consent, waiver, approval, order or authorization of, or registration,
declaration or filing with any Governmental Body or any Person, including a
party to any agreement with Seller, are required by or with respect to Seller in
connection with the execution and delivery of this Agreement and the other
Transactional Agreements or the consummation of the Transactions.

       

      2.6           Title to Properties; Absence
of Liens and Encumbrances; Condition of Equipment.

       

      (a)           Except
as set forth in Section 2.6(a) of the Disclosure Schedule, Seller owns and has
good and valid title to, all of the Purchased Assets free and clear of any
Encumbrances and the imperfections of title and the Encumbrances, if any, set
forth on the Disclosure Schedule do not detract from the value or interfere with
the use of the Purchased Assets.

       

      (b)           Schedule 1.1(c)
lists: (i) all material items of prototypes, tools, supplies, vehicles and other
equipment (the “Equipment”) that are
or were used in the ADS Business; (ii) all material furniture, fixtures,
computer equipment and other tangible assets of Seller that are or were used in
the ADS Business (the “ Other Fixed
Assets”).

       

      (c)           All
of the Equipment and the Other Fixed Assets are (i) adequate for the uses
to which they are being put in the ordinary operation of the ADS Business, and
(ii) structurally sound, free of defects and deficiencies and in good
operating condition, regularly and properly maintained, subject to normal wear
and tear.

       

      (d)           Seller
has sole and exclusive ownership, free and clear of any Encumbrances to the
Purchased Books, including Customer Information.  No Person other than
Seller and the licensees of Seller possesses any claims or rights with respect
to use of the Customer Information.

       

      (e)           The
Purchased Assets include all of the assets, properties and rights of every type
and description, real, personal tangible and intangible used, or necessary to
enable Buyer to conduct the ADS Business in the manner in which the ADS Business
has been conducted and is currently conducted, and such Purchased Assets are
owned or leased by Seller free and clear of any Encumbrances, and pursuant to
this Agreement and the transactions contemplated hereby will be transferred to
Buyer as of the Closing Date.

      
        
          
          

        

        
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      2.7           Intellectual
Property. 

       

      (a)           Section
2.7(a) of the Disclosure Schedule accurately identifies
and  describes:  (i) each item of Registered Intellectual
Property in which Seller has or purports to have an ownership interest of any
nature (whether exclusively, jointly with another Person or otherwise) or which
was filed in the name of Seller; (ii) the jurisdiction in which such item of
Registered Intellectual Property has been registered or filed and the applicable
registration or serial number; (iii) any other Person that has an ownership
interest in such item of Registered Intellectual Property and the nature of such
ownership interest (it is hereby agreed that the absence of name of such other
Person would be a representation that no Person has any ownership interest in
such item of Registered Intellectual Property); (iv) each product or service,
whether currently in use or in the process of development, that embodies,
utilizes or is based upon or derived from (or for products or services under
development, that is expected to embody, utilize or be based upon or derived
from) such item of Registered Intellectual Property; and (v) any Proceedings
before any court, tribunal (including the United States Patent and Trademark
Office or equivalent authority anywhere in the world) related to any of Seller
Registered Intellectual Property Rights.

       

      (b)           Section
2.7(b) of the Disclosure Schedule accurately identifies and
describes:  (i) all Intellectual Property Rights or Intellectual
Property licensed to Seller used in or relating to the ADS Business (other than
any non-customized software that:  (A) is so licensed solely in
executable or object code form pursuant to a nonexclusive, internal use software
license; (B) is not incorporated into, or used directly in the development,
manufacturing, distribution, installation or support of ADS; and (C) is
generally available on standard terms, for the same scope of use in which Seller
(or its applicable affiliate) utilizes such software, for less than $5,000);
(ii) the corresponding Contract or Contracts pursuant to which such Intellectual
Property Rights or Intellectual Property is licensed to Seller; and (iii)
whether the license or licenses so granted to Seller are exclusive or
nonexclusive.

       

      (c)           Seller
has sole right, title and interest to all of Seller Intellectual Property free
and clear of any liens or other Encumbrances and has a valid right to use and
otherwise exploit, and to license others to use and otherwise exploit, all of
Seller Intellectual Property.  Seller is not obligated to make any
payment to any Person for the use or other exploitation of any Seller
Intellectual Property sold hereunder.  Seller is free to use, modify,
copy, distribute, sell, license or otherwise exploit each of Seller Intellectual
Property of the ADS Business on an exclusive basis (other than non-exclusive
licenses granted pursuant to the Contracts listed on Section 2.7(g)(i) of the
Disclosure Schedule).  Seller has not developed jointly with any other
Person or Entity any Seller Intellectual Property with respect to which such
other Person or Entity has any right.  To the extent that any Seller
Intellectual Property has been developed or created independently or jointly by
any Person other than Seller, Section 2.7(c) of the Disclosure Schedule
accurately lists and describes the written Contract with such other Person,
pursuant to which Seller has obtained ownership of, and is the exclusive owner
of, all such Intellectual Property therein and associated Intellectual Property
Rights by operation of law or by valid assignment.

       

      (d)           Seller
has not transferred ownership of, or granted any exclusive license of or
exclusive right to use, or authorized the retention of any exclusive rights to
use or joint ownership of, any Intellectual Property or Intellectual Property
Rights that is or was Seller Intellectual Property, to any other
Person.

      
        
          
          

        

        
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      (e)           Seller
has not entered into any covenant not to compete or Contract limiting its
ability to exploit fully any of the Purchased IP or to transact business in any
market or geographical area or with any Person.  Seller has not
entered into and is not bound by any Contract under which any Person has the
right to distribute, manufacture, license, produce, assemble, market or sell the
product of any Purchased IP.  No event has occurred, and no
circumstance or condition exists, that (with or without notice or lapse of time)
will, or could reasonably be expected to, result in the disclosure or delivery
to any Person of:  (i) the Source Code, or any portion or aspect of
the Source Code, (ii) the object code, or any portion or aspect of the object
code, or (iii) any proprietary information or algorithm contained in any Source
Code or object code, of (with respect to clauses “(i)” through “(iii)”) any
Purchased IP.

       

      (f)           All
Seller Intellectual Property is included in the Purchased IP and the Purchased
IP constitutes all the Intellectual Property and Intellectual Property Rights
used in and/or necessary to the conduct of the ADS Business by Seller using the
Purchased Assets as it is currently conducted.

       

      (g)           Section
2.7(g) of the Disclosure Schedule accurately identifies: (i) each Contract
pursuant to which any Person has been granted any other license under, or
otherwise received or acquired any other right (whether or not currently
exercisable) or interest in, any Purchased IP; and (ii) any and all other
Contracts and agreements to which Seller is a party with respect to any
Intellectual Property and Intellectual Property Rights including all reseller or
distribution agreements.  Except as set forth on Section 2.7(g) of the
Disclosure Schedule, no third party to whom Seller has licensed Intellectual
Property or Intellectual Property Rights has ownership rights or license rights
to improvements made by such third party in such Intellectual Property which has
been licensed by Seller.

       

      (h)           Section
2.7(h) of the Disclosure Schedule lists all contracts, licenses and agreements
between Seller and any other person wherein or whereby Seller has agreed to, or
assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless,
guaranty or otherwise assume or incur any obligation or liability or provide a
right of rescission with respect to the infringement or misappropriation by
Seller or such other person of the Intellectual Property Rights of any person
other than Seller.

       

      (i)           The
operation of the ADS Business by Seller using the Purchased Assets, including
but not limited to the design, development, use, import, manufacture and sale of
the products, technology or services (including products, technologies and
services currently under development) of Seller, has not, does not and will not
infringe or misappropriate the Intellectual Property Rights of any person,
violate the rights of any person (including rights to privacy or publicity), or
constitute unfair competition or trade practices under the laws of any
jurisdiction.  Seller has not received any notice from any person
claiming that such operation or any act, product, technology or service
(including products, technology or services currently under development) of
Seller infringes or misappropriates the Intellectual Property Rights of any
person or constitutes unfair competition or trade practices under the laws of
any jurisdiction (nor is Seller aware of any basis therefore).

      
        
          
          

        

        
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      (j)           Except
as set forth on Section 2.7(j) of the Disclosure Schedule, each item of
Purchased IP is valid and subsisting. Without limiting the generality of the
foregoing:

       

      (i)           each
U.S. patent application and U.S. patent included in the Transferred Patents was
filed within one year of the first printed publication, public use or offer for
sale of each invention described in such U.S. patent application or U.S.
patent;

       

      (ii)           each
foreign patent application and foreign patent relating to or comprising any of
the Transferred Patents was filed, or claims priority to a patent application
filed, before the time at which each invention described in such foreign patent
application or foreign patent was first made available to the
public;

       

      (iii)           no
trademark or trade name used in or relating to the ADS Business owned, used, or
applied for by Seller conflicts or interferes with any trademark or trade name
owned, used or applied for by any other Person, and no event or circumstance has
occurred or exists that has resulted in the abandonment of any trademark
(whether registered or unregistered) used in the ADS Business;

       

      (iv)           each
item of Registered Intellectual Property is and at all times has been in
compliance with all Legal Requirements, and all filings, payments and other
actions required to be made or taken to maintain such item of Registered IP in
full force and effect have been made by the applicable deadline;

       

      (v)           Section
2.7(j)(v) of the Disclosure Schedule accurately identifies and describes each
filing, payment, and action that must be made or taken by the Seller or any of
its affiliates on or before the date that is 120 days after the date of this
Agreement in order to maintain each such item of Registered IP in full force and
effect; and

       

      (vi)           no
Proceeding of any nature is or has been pending or, to the Knowledge of Seller,
threatened, in which the scope, validity or enforceability of any Purchased IP
that constitutes Registered Intellectual Property is being, has been or could
reasonably be expected to be contested or challenged.

       

      (k)           Seller
has not registered any copyrights with the United States Copyright
Office.  In each case in which Seller has acquired any Intellectual
Property Rights from any person, Seller has obtained a valid and enforceable
assignment sufficient to irrevocably transfer all rights in such Intellectual
Property and the associated Intellectual Property Rights (including the right to
seek past and future damages with respect thereto) to Seller.

       

      (l)           There
are no Contracts, licenses or agreements between Seller and any other person
with respect to Seller Intellectual Property under which there is any dispute
regarding the scope of such agreement, or performance under such agreement
including with respect to any payments to be made or received by Seller
thereunder.

       

      (m)           To
the Knowledge of Seller, no Person is infringing, misappropriating or making any
unlawful use of, any item of Purchased IP and no asset owned or used by any
other Person infringes or conflicts with, any of the Purchased IP.

      
        
          
          

        

        
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      (n)           Except
as set forth on Section 2.7(n) of the Disclosure Schedule, Seller has taken all
reasonable measures and precautions that are required to protect and maintain
the confidentiality and secrecy of all the Purchased IP (including the Source
Code) protected as a trade secret of Seller.  Without limiting the
foregoing: (i) all current and former employees of Seller who developed any
portion of the Purchased IP have executed and delivered to Seller an agreement
regarding the protection of proprietary information and the assignment to Seller
of any Intellectual Property arising from services performed for Seller by such
persons, the form of which has been supplied to Buyer; and (ii) all current and
former consultants and independent contractors to Seller involved in the
development, modification of the Purchased IP and/or related Intellectual
Property have executed and delivered to Seller an agreement in the form provided
to Buyer regarding the protection of proprietary information and the assignment
to Seller of any Intellectual Property arising from services performed for
Seller by such persons. Copies of the agreements between Seller and each
employee or consultant who developed any portion of the Purchased IP have been
provided by Seller to Buyer.

       

      (o)           Except
as set forth on Section 2.7(o) of the Disclosure Schedule, Seller has not
disclosed or delivered or permitted to be disclosed or delivered to any Person,
and no Person (other than Seller) has access to or has any rights with respect
to, the Source Code, or any portion or aspect of the source code, of any
Proprietary Asset.

       

      (p)           None
of the Purchased IP infringes or conflicts with, nor has any Purchased IP ever
infringed or conflicted with, any Intellectual Property Right of any other
Person. Without limiting the generality of the foregoing:

       

      (i)           the
use of the ADS product has never infringed, misappropriated or otherwise
violated any Intellectual Property Right of any other Person;

       

      (ii)           no
claim or Proceeding relating to any infringement, misappropriation or similar
matter relating to the ADS Business is pending or, to the Knowledge of Seller,
has been threatened against Seller or against any other Person who may be
entitled to be indemnified, defended, held harmless or reimbursed by Seller with
respect to such claim or Proceeding;

       

      (iii)           except
as set forth on Section 2.7(p)(iii) of the Disclosure Schedule, Seller has never
received any notice or other communication relating to any actual, alleged or
suspected infringement, misappropriation or violation of any Intellectual
Property Right of another Person that relates to the ADS Business;
and

       

      (iv)           no
claim or Proceeding involving any Intellectual Property or Intellectual Property
Right licensed to Seller necessary for the ADS Business is pending or, to the
Knowledge of Seller, has been threatened.

       

      (q)           No
(i) product, technology, service or publication of Seller,
(ii) material published or distributed by Seller, or (iii) conduct or
statement of Seller, in each such case concerning the ADS Business, constitutes
obscene material, a defamatory statement or material, an invasion of privacy,
false advertising or otherwise violates any law or regulation.

      
        
          
          

        

        
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      (r)           Except
as set forth on Section 2.7(r) of the Disclosure Schedule, none of Seller
Intellectual Property was developed by or on behalf of or using grants or any
other subsidies of any governmental entity.

       

      (s)           A
complete list of the files for the software included in the Purchased IP,
together with a brief description, if existing, shall be delivered to Buyer
within one week of the Closing Date.

       

      (t)           None
of the software included in the Purchased IP: (i) contains any bug, defect or
error (including any bug, defect or error relating to or resulting from the
display, manipulation, processing, storage, transmission or use of date data)
that materially and adversely affects the use, functionality or performance of
such software or any product or system containing or used in conjunction with
such software; or (ii) fails to comply with any applicable warranty or other
contractual commitment relating to the use, functionality or performance of such
software or any product or system containing or used in conjunction with such
software.  Seller has provided to Buyer a complete and accurate list
of all known bugs, defects and errors in such software.

       

      (u)           Except
as set forth on Section 2.7(u) of the Disclosure Schedule, none of the software
included in the Purchased IP contains any “back door,” “drop dead device,” “time
bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood
in the software industry) or any other code designed or intended to have, or
intentionally capable of performing, any of the following functions: (i)
disrupting, disabling, harming or otherwise impeding in any manner the operation
of, or providing unauthorized access to, a computer system or network or other
device on which such code is stored or installed; or (ii) damaging or destroying
any data or file without the user’s consent.

       

      (v)           Except
as set forth on Section 2.7(v) of the Disclosure Schedule, none of the software
included in the Purchased IP is subject to any “copyleft” or other obligation or
condition (including any obligation or condition under any “open source” license
such as the GNU Public License, Lesser GNU Public License or Mozilla Public
License) that: (i) could or does require, or could or does condition the use or
distribution of such software on, the disclosure, licensing or distribution of
any source code for any portion of such software; or (ii) could or does
otherwise impose any limitation, restriction or condition on the right or
ability of Seller to use or distribute any such software.

       

      (w)           Except
as set forth on Section 2.7(w) of the Disclosure Schedule, no Source Code for
any software included in the Purchased IP has been delivered, licensed or made
available to any escrow agent or other Person who is not, as of the date of this
Agreement, an employee of Seller.  Seller does not have any duty or
obligation (whether present, contingent or otherwise) to deliver, license or
make available the Source Code for any such software to any escrow agent or
other Person.  No event has occurred, and no circumstance or condition
exists, that (with or without notice or lapse of time) will, or could reasonably
be expected to, result in the delivery, license or disclosure of any Source Code
for any such software to any other Person.

      
        
          
          

        

        
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      2.8           Governmental
Authorization.  Section 2.8 of the Disclosure Schedule identifies,
as related to the ADS Business, each Governmental Authorization held by Seller
or any employee of Seller (i) pursuant to which Seller currently operates
or holds any interest in any of its properties included in the Purchased Assets,
or (ii) which is required for the operation of the ADS Business
conducted by Seller or the holding of any interest in any of the Purchased
Assets (collectively, “Seller
Authorizations”).  Seller Authorizations are in full force and
effect and constitute all Seller Authorizations required to permit Seller to
operate and conduct the ADS Business and to hold any interest in any of the
Purchased Assets.

       

      2.9           Litigation. 
Except as set forth on Section 2.9 of the Disclosure Schedule, there is no
pending Proceeding, and no Person has threatened to commence any Proceeding,
against or involving Seller, concerning, relating to or that may affect, the ADS
Business or the Purchased Assets nor does Seller have Knowledge of any event,
circumstance or condition indicating that such a Proceeding will
commence.  There is no investigation or other Proceeding pending or
threatened against Seller concerning or relating to the Purchased Assets
(tangible or intangible) nor, to the Knowledge of Seller, is there any
reasonable basis therefor.  No Governmental Body has at any time
challenged or questioned the legal right of Seller to conduct its operations
using the Purchased Assets.

       

      2.10           Insurance. 
Section 2.10 of the Disclosure Schedule lists all insurance policies and
fidelity bonds covering the Purchased Assets and all claims made by Seller under
each of such policies.  There is no claim by Seller pending under any
of such policies or bonds as to which coverage has been questioned, denied or
disputed by the underwriters of such policies or bonds.  All premiums
due and payable under all such policies and bonds have been paid, and Seller is
otherwise in material compliance with the terms of such policies and bonds (or
other policies and bonds providing substantially similar insurance
coverage).  Seller does not have any Knowledge of threatened
termination of, or premium increase with respect to, any of such policies or
bonds.

       

      2.11           Compliance with
Laws.  Seller: (a) has complied with each, (b) is not in violation
of any, (c) has not received at any time any notice or other communication
regarding any actual or alleged violation of or failure to comply with any, and
(d) has not received any notices or other communication that any event has
occurred or any condition or circumstance exists that might (with or without
notice or lapse of time) constitute a violation of any Legal Requirement that is
applicable to Seller concerning the ADS Business or the ownership of Seller of
the Purchased Assets.

       

      2.12           Complete Copies of Materials
and Documents.  Seller has delivered or made available true and
complete copies of each document (or summaries of same) that has been requested
by Buyer or its counsel concerning or relating to the Purchased
Assets.

       

      2.13           Representations
Complete.  None of the representations or warranties made by Seller
concerning or relating to the Purchased Assets (as modified by the Disclosure
Schedules) and none of the statements made in any exhibit, schedule or
certificate furnished by Seller concerning or relating to the Purchased Assets
pursuant to this Agreement contains, or will contain at the Closing Date, any
untrue statement of a material fact, or omits or will omit to state any material
fact necessary in order to make the statements contained herein or therein, in
the light of the circumstances under which made, not misleading.  All
of the information set forth in the Disclosure Schedule is accurate and
complete.

      
        
          
          

        

        
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      2.14           Contracts.

       

      (a)           Section
2.14(a) of the Disclosure Schedule identifies each Seller Contract used in the
ADS Business, including the Transferred Contracts (the “ADS Contracts”).
Seller has delivered to Buyer accurate and complete copies of all of such Seller
Contracts, including all amendments thereto.  Each such Seller
Contract is valid and in full force and effect.

       

      (b)           Except
as set forth in Section 2.14(b) of the Disclosure Schedule: (i) no Person
(including Seller) has violated or breached, or declared or committed any
default under, any ADS Contract; (ii) no event has occurred, and no circumstance
or condition exists, that might (with or without notice or lapse of time): (A)
result in a violation or breach of any of the provisions of any ADS
Contract, (B) give
any Person the right to declare a default or exercise any remedy under any ADS
Contract, (C) give any Person the right to accelerate the maturity or
performance of any ADS Contract, or (D) give any Person the right to cancel,
terminate or modify any ADS Contract; (iii) Seller has not received any notice
or other communication (in writing or otherwise) regarding any actual, alleged,
possible or potential violation or breach of, or default under, any ADS
Contract; and (iv) Seller has not waived any right under any ADS
Contract.

       

      (c)           Except
as set forth on Section 2.14(c) of the Disclosure Schedule, there is no basis
upon which any party to any ADS Contract may object to (i) the assignment to
Buyer of any right under such ADS Contract, or (ii) the delegation to or
performance by Buyer of any obligation under such ADS Contract.

       

      (d)           The
Transferred Contracts identified on Schedule 1.1(d)
collectively constitute all of the Contracts necessary to enable Seller to use
the Purchased Assets and to conduct the ADS Business in the manner in which such
business is currently being conducted.

       

      2.15           Liabilities.  There
are no accrued, contingent or other Liabilities of any nature, either matured or
unmatured (whether or not required to be reflected in financial statements in
accordance with generally accepted accounting principles, and whether due or to
become due) of the ADS Business, except for Liabilities of Seller under the Transferred
Contracts.

       

      2.16           Solvency.  Seller
has not, within the seven years preceding the date hereof, made a general
assignment for the benefit of creditors or filed any bankruptcy petition or
similar filing or suffered the attachment or judicial seizure of any
assets.

       

      2.17           Tax
Matters.  Seller has filed all federal, state, local and
foreign Tax Returns that are required to be filed for the ADS Business and the
Purchased Assets or has timely requested extension thereof and has paid all
Taxes, including sales and withholding Taxes, penalties and interest,
assessments, fees and other charges relating to the Purchased Assets to the
extent that the same have become due and payable.  No Tax assessment
or deficiency has been made or proposed against Seller concerning the Purchased
Assets nor has Seller received any notice of any proposed Tax audit, assessment
or deficiency concerning the Purchased Assets.  No claim or Proceeding
is pending or to the Knowledge of Seller is being threatened against Seller or
otherwise with respect to the ADS Business in respect of any Tax.

      
        
          
          

        

        
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      2.18           Employee And Labor
Matters.

       

      (a)           Section
2.18(a) of the Disclosure Schedule accurately sets forth, with respect to each
person employed by Seller or otherwise in connection with the ADS Business
(including any employee who is on a leave of absence or on layoff
status):  (i) the name and title of such employee; (ii) the aggregate
compensation payable to each such
employee by Seller on an annualized basis as of the date hereof (including
wages, salary, commissions, bonuses, profit-sharing payments); and (iii) a
description of fringe benefits and any other payments or  benefits of
any type applicable to such employee.

       

      (b)           No
former employee of Seller has any claim on behalf of or in respect of the ADS
Business or the Purchased Assets.

       

      (c)           To
the Knowledge of Seller no individual employed by Seller in connection with the
ADS Business intends to terminate his employment.

       

      2.19           Sybase Source
Code.  The Source Code for ADS delivered to Sybase Inc.
pursuant to that certain License Agreement, dated April 30, 2008, by and between
Seller and Sybase Inc. does not include any source code that implements any of
the features or functionality of ADS related to Oracle PL/SQL, Informix ISQL
and  Microsoft Transact-SQL (also known as Microsoft T-SQL)
compatibility, other than immaterial items or lines of source code that do not
implement any such features or functionality in any material
respect.

       

      
        	
                3.

              	
                REPRESENTATIONS
      AND WARRANTIES OF BUYER

              


      

       

      Buyer
represents and warrants to Seller, as follows:

       

      3.1           Organization.  Buyer
is duly organized, validly existing and in good standing under the laws of the
State of Washington.

       

      3.2           Authorization of
Transactions.  Buyer has full corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.  This Agreement has been duly executed and
delivered by Buyer and constitutes the valid and binding agreements of Buyer,
enforceable against Buyer in accordance with its terms, except as such
enforcement may be limited by application of equitable remedies and principles
and by insolvency, moratorium, bankruptcy, and similar laws.

       

      3.3           Absence of
Conflicts.  The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby by Buyer
do not and shall not conflict with, constitute a default under, result in a
violation of, or require any authorization, consent, approval, exemption or
other action by or notice or declaration to, or filing with, any court or
administrative or other governmental body or agency, under (i) the provisions of
the articles of organization or bylaws of Buyer, (ii) any law, statute, rule or
regulation to which Buyer is subject or (iii) any judgment, order or decree to
which Buyer is subject.

      
        
          
          

        

        
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                4.

              	
                INDEMNIFICATION,
      ETC.

              


      

       

      4.1           Survival of Representations
and Covenants; Indemnification, etc.

       

      (a)           The
representations, warranties, covenants and obligations of each Party to this
Agreement shall survive:  (i) the Closing and the sale of the
Purchased Assets to Buyer; and (ii) the dissolution of any Party to this
Agreement.  All of said representations and warranties, other than the
representations and warranties set forth in Section 2.7, shall remain in full
force and effect and shall survive for a period of 36 months following the
Closing Date (the “Expiration Date”);
provided, however, that
if, at any time on or prior to the Expiration Date, any Indemnitee delivers a
Claim Notice claiming that the Indemnitee is entitled to Damages for which it is
or may be entitled to be held harmless or indemnified under Section 4.1, then
the claim asserted in such Claim Notice and the liability of the Indemnifying
Party with respect to such indemnification claim shall survive until such time
as such claim is fully and finally resolved.  All covenants and
obligations of the Parties to this Agreement shall survive and Closing and
expire in accordance with their respective terms.

       

      (b)           Indemnification by
Seller.  Seller shall defend, hold harmless and indemnify each
of the Buyer Indemnitees from and against, and shall compensate and reimburse
each of the Buyer Indemnitees for, any Damages that are directly or indirectly
suffered or incurred by such Buyer Indemnitee or to which such Buyer Indemnitee
may otherwise become subject at any time (regardless of whether or not such
Damages relate to any third-party claim) and that arise directly or indirectly
from or as a direct or indirect result of, or are directly or indirectly
connected with:

       

      (i)           any
inaccuracy in or breach (including any inadvertent or innocent breach) of, or
any failure (including any inadvertent failure) to comply with or perform,
any  representation, warranty, statement, information, covenant,
obligation or provision contained in this Agreement or any of the Transactional
Agreements (including, without limitation the Disclosure Schedule);

       

      (ii)           any
Excluded Liability; or

       

      (iii)           any
Liability to which any Buyer Indemnitee may become subject and that arises
directly or indirectly from or relates directly or indirectly to (A) any claims
concerning a product produced or sold or any services performed prior to the
Closing Date by or on behalf of Seller, (B) the operation by Seller of the ADS
Business or use and ownership of the Purchased Assets prior to the Closing Date,
(C) any failure to comply with any Legal Requirement in connection with any of
the Transactions, or (D) any failure of
Seller to obtain any consent for the assignment of any of the Transferred
Contracts.

       

      (c)           Indemnification by
Buyer.  From and after the Closing and until the first
anniversary of the Closing Date, Buyer shall defend, hold harmless and indemnify
each of the Seller Indemnitees from and against, and shall compensate and
reimburse each of the Seller Indemnitees for, any Damages that are directly or
indirectly suffered or incurred by such Seller Indemnitee or to which such
Seller Indemnitee may otherwise become subject at any time (regardless of
whether or not such Damages relate to any third-party claim) and that arise
directly or indirectly from or as a direct or indirect result of, or are
directly or indirectly connected with:

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (i)           any
failure on the part of Buyer to perform or discharge any Assumed Liability on a
timely basis; or

       

      (ii)           any
Liability relating to the Purchased Assets or the operation of the ADS Business
by Buyer after the Closing, in each case to the extent that (A) such Liability
arises from or relates to any event, circumstance, action or other matter
occurring after the Closing, and (B) such Liability does not arise from or
relate to any breach by the Seller of any representation, warranty, covenant or
obligation contained in this Agreement or any other event, circumstance, action
or other matter occurring prior to the Closing.

       

      (d)           Setoff.

       

      (i)           Notwithstanding
anything contrary herein or any of the Transactional Agreements, in addition to
any rights of setoff or other rights that Buyer may have at common law or
otherwise, Buyer shall have the right to withhold and deduct any sum that may be
owed or payable to Buyer under this Agreement (including pursuant to Section
4.1(b)) or any of the Transactional Agreements against any sum that may be owed
or payable to Seller under any of the Transactional Agreements (including the
Note).  The withholding and deduction of any sum finally determined to
be owing or payable to Buyer shall operate for all purposes as a complete
discharge (to the extent of such sum) of the obligation to pay the amount from
which such sum was withheld and deducted.

       

      (ii)           If
any Buyer Indemnitee or any Seller Indemnitee (an “Indemnitee”) has or
claims in good faith to have incurred or suffered Damages for which it is or may
be entitled to indemnification, compensation or reimbursement under Section 4 or
for which it is or may otherwise be entitled to monetary remedy in connection
with this Agreement, such Indemnitee may deliver a claim notice (a “Claim Notice”) to the
other Party hereto, which shall contain a non-binding preliminary, good faith
estimate of the amount which the claiming Indemnitee claims to be entitled (the
“Claimed
Amount”).  It is hereby agreed that Buyer may withhold and
deduct the Claimed Amount against any sum that may be owed or payable to Seller
under the Note until the Buyer Indemnitee’s claim as described in the Claim
Notice is finally resolved.

       

      4.2           Nonexclusivity of
Indemnification Remedies.  The indemnification remedies and
other remedies provided in this Section 4 shall not be deemed to be
exclusive.  Accordingly, the exercise by any Person of any of its
rights under this Section 4 shall not be deemed to be an election of remedies
and shall not be deemed to prejudice, or to constitute or operate as a waiver
of, any other right or remedy that such Person may be entitled to exercise
(whether under this Agreement, under any other Contract, under any statute, rule
or other Legal Requirement, at common law, in equity or otherwise).

      
        
          
          

        

        
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      4.3           Defense of Third Party
Claims.  In the event of the assertion or commencement by any
Person of any claim or Proceeding (whether against Buyer or Seller or against
any other Person) with respect to which Buyer or Seller may become obligated to
indemnify, hold harmless, compensate or reimburse an Indemnitee hereto pursuant
to this Section 4, then the following shall apply:

       

      (a)           all
expenses relating to the defense of such claim or Proceeding (whether or not
incurred by the Indemnitee) shall be borne and paid exclusively by the Party
subject to such obligation (the “Indemnifying
Party”);

       

      (b)           the
Indemnifying Party shall make available to the Indemnitee any documents and
materials in the possession or control of the Indemnifying Party that may be
necessary to the defense of such claim or Proceeding;

       

      (c)           the
Indemnitee shall keep the Indemnifying Party informed of all material
developments and events relating to such claim or Proceeding; and

       

      (d)           the
Indemnitee shall have the right to settle, adjust or compromise such claim or
Proceeding with the consent of the Indemnifying Party; provided, however, that the
Indemnifying Party shall not unreasonably withhold or unreasonably delay such
consent.

       

      4.4           Certain
Limitations.

       

      (a)           Subject
to Section 4.4(c), the total amount of Damages which the Buyer Indemnitees may
be entitled to be indemnified against pursuant to Section 4.1(b) shall be
limited to an aggregate maximum amount of $3,500,000.

       

      (b)           Subject
to Section 4.4(c), there shall be no obligation of Seller to make any
indemnification payment pursuant to Section 4.1(b) unless and until the
aggregate amount of all Damages that have been suffered or incurred by any one
or more of the Buyer Indemnitees, or to which any one or more of the Buyer
Indemnitees has or have otherwise become subject, exceeds the Threshold Amount
in the aggregate, in which event Buyer Indemnitees shall be entitled to all such
Damages, including the initial Threshold Amount.

       

      (c)           Notwithstanding
the foregoing, the limitations set forth in Sections 4.4(a) and 4.4(b) shall not
apply (i) in the case of intentional misrepresentation or fraud, (ii) to any
breach of or any failure to comply with or perform any covenant or obligation
contained in this Agreement or in the Transactional Agreements, (iii) to any
Excluded Liabilities, and (iv) to any inaccuracy in or breach of the
representations or warranties set forth in Section 2.7 hereof.

       

      (d)           The
total amount of Damages which the Seller Indemnitees may be entitled to be
indemnified against pursuant to Section 4.1(c) shall be limited to an aggregate
maximum amount of $3,500,000.

       

      
        	
                5.

              	
                ADDITIONAL
      AGREEMENTS

              


      

       

      5.1           Further
Assurances.  Seller shall execute and deliver such further
instruments of conveyance and transfer and take such additional action as Buyer
may reasonably request to effect, consummate, confirm or evidence the transfer
to Buyer of the Purchased Assets and any other transactions contemplated hereby,
all at Buyer’s expense for its out-of-pocket expenses, but without further
compensation to Seller.

      
        
          
          

        

        
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      5.2           Designated
Employees.  At or prior to the Closing, Seller shall terminate
each Designated Employee.  Seller shall be fully responsible for any
and all Liabilities and claims arising out of or relating to:  (a) the
employment or termination of employment by Seller (including any kind of
compensation, severance payments, equity based awards, benefit plans, bonus,
payments related to change in control and any other benefits earned during the
employment or as a result of termination) of any employee or independent
contractor of Seller (including the Designated Employees); (b) the obligations
of Seller in connection with notice and consultation requirements relating to
the Transactions; (c) any claim arising out or relating to the failure to employ
or offer to employ any employee of Seller; and (d) any employee benefit plan
maintained by Seller (the Liabilities referred in clauses “(a)” through “(d)” of
this sentence shall be referred to collectively as the “Retained Employment
Liabilities”).  Seller shall use its best efforts to ensure
that each of the Designated Employees accept Buyer’s offer and
employment.

       

      5.3           Leased
Facility.  Immediately following the Closing, Seller shall
sub-lease to and make available, exclusively for, the use and enjoyment of
Buyer, (the “Sub-Lease”), that
portion of the office facilities as is set forth on Schedule 5.3, and
utilities used therein
(the “Leased
Facility”).  Subject to timely payment of the Rent, Buyer shall
have the right to use the Leased Facilities through April 30,
2009.  Buyer shall pay Seller $13,000 per month (the “Rent”), on or before
the first day of each month, commencing June 1, 2008 for the duration of the
Sub-Lease as consideration for the Leased Facilities, unless it provides Seller
30 days prior notice of its intention to discontinue using the Leased
Facility.  In the event that any such Rent is not paid as and when
due, Seller may
re-utilize, sublet, rent, terminate the rental of, or otherwise dispose of the
Leased Facilities.  The Rent shall include all utilities and
janitorial services currently used by the Designated Employees and Seller shall
continue to maintain the Leased Facility (on its expense) in a way comparable to
the way maintained by Seller before the Closing.

       

      5.4           The IT Services.

       

      (a)           Immediately following the Closing Date, Seller shall
provide Buyer the network and information technology services set forth
on Schedule
5.4, all to be provided by the Person (the “IT Designated
Employee”) set forth on such Schedule (the “IT Services”).  Seller shall use its commercially reasonable efforts to
ensure that the IT Designated Employee remains an employee of Seller and
continues to provide services to Buyer.  Notwithstanding anything to
the contrary, Buyer may at any time notify Seller of its intention to terminate
the IT Services, provided that Buyer provides Seller with 14 days prior notice
(“IT
Termination Notice”).

       

      (b)           Buyer shall pay Seller $6,300 per month as
consideration for the IT Services, on or before the first day of each month,
commencing June 1, 2008 and continuing through December 1, 2008, unless Buyer
provides Seller the IT Termination Notice.  In the event that any such
payment is not made as and when due, Seller may terminate the IT
Services.

       

      (c)           Following
not less than ninety (90) days prior written notice, Buyer may solicit the
employment of and/or hire the IT Designated Employee at any
time.  Seller shall not interfere with Buyer’s solicitation of such IT
Designated Employee, and Seller shall provide such assistance as Buyer may
reasonably request in connection with such solicitation.

      
        
          
          

        

        
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      (d)           The
Parties acknowledge that, in the course of performing the IT Services or because
of the proximity of the Leased Facility, Seller and its employees and agents may
receive, observe and otherwise have access to confidential and proprietary
information related to Buyer (including the Purchased Assets), Buyer’s products,
tools, software, technology, processes, business plans and costumers that is
either marked or identified as confidential at the time of disclosure or that
should reasonably be considered under the circumstances of its disclosure to be
confidential to Buyer (the “Buyer’s
Information”).  Without limiting the foregoing, Buyer’s
Information includes all Intellectual Property Rights, accounting, financial,
technical, business, and other data related to Buyer’s business and stored on
the computer or telecommunications systems of Seller, as well as the contents of
patent applications, inventions, and related files.  Notwithstanding
the foregoing, Buyer’s Information does not include information that Seller can
prove by clear and convincing evidence: (x) is in the public domain, through no
fault of Seller; or (y) is disclosed to Seller by a third party who is entitled
to so disclose the information.  Seller agrees that:

       

      (i)           Seller
will not use, reproduce, or exploit Buyer’s Information for any purpose other
than performing the IT Services as contemplated under this
Agreement;

       

      (ii)           Seller
will hold all Buyer’s Information in strict confidence and will not disclose or
otherwise make available Buyer’s Information to any third party, and Seller will
restrict access to Buyer’s Information to those of its employees who have a need
to know such information in order to perform the IT Services;

       

      (iii)           Seller
will take all reasonable and necessary steps to protect Buyer’s Information from
inadvertent or unintentional disclosure to third parties by Seller and will
protect Buyer’s Information from unauthorized access, disclosure, or use with at
least the same degree of care as Seller uses to protect its own most valuable
trade secret information, and in any event no less than reasonable
care;

       

      (iv)           Seller
will reproduce, on all copies of documents and materials containing Buyer’s
Information made by Seller or its employees, agents, or contractors, all
proprietary rights notices of Buyer appearing on the original copy of such
document or material; and

       

      (v)           Seller
will, at Buyer’s request, promptly return to Buyer or destroy all documents and
materials in tangible form, and permanently erase all data in electronic form,
containing any Buyer Information, and certify in writing signed by an executive
officer of Seller that Seller has fully complied with this
obligation.

       

      Seller
will ensure that each employee, agent, and contractor of Seller or its
affiliates who performs the IT Services or will otherwise receive disclosure of
Buyer’s Information has signed Seller’s standard form of employee or independent
contractor (as appropriate) nondisclosure agreement.  Seller
acknowledges and agrees that Seller and its affiliates have no right, title, or
interest of any nature in any Buyer’s Information, other than a limited,
non-transferable, non-sublicensable, non-exclusive license during the term of
the Agreement to use and reproduce Buyer’s Information solely to
the extent necessary to perform the IT Services as contemplated under this
Agreement.

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      5.5           Expenses.  Except
as otherwise provided herein, each of the Parties shall pay all of its own fees,
costs and expenses (including, without limitation, fees, costs and expenses of
legal counsel or other representatives and advisors) incurred in connection with
the negotiation of this Agreement, the performance of its obligations hereunder,
and the consummation of the transactions contemplated hereby.

       

      5.6           Non-Competition.  For
two years, beginning on the Closing Date, Seller shall not directly or
indirectly, personally or through others, sell a product for use with an
application that uses the Informix 4GL product, or the Genero, Genero DB or BDS
products sold by Buyer.

       

      5.7           Limitation on Hiring and
Solicitation.  During the two-year period commencing on the
Closing Date:

       

      (a)           
each Party shall not (and shall ensure that its affiliates do not) directly or
indirectly, personally or through others, knowingly encourage, induce, attempt
to induce, solicit or attempt to solicit, any employee of the other Party,
including any Designated Employee, to leave his or her employment, consulting or
independent contractor relationship with the other Party (or any of its
affiliates); provided, however, that none
of the following situations shall be considered a breach of this Section 5.7(a):
(i) any situation where an employee of a Party initiates contact with the other
Party (or any of its affiliates) to discuss employment, consultant or contractor
opportunities; or (ii) any situation where an employee responds to a generalized
public solicitation by the other Party regarding one of such Party’s available
employment, consulting or independent contractor positions; and

       

      (b)           Seller
shall not: (i) hire any Designated Employee as an employee, consultant or
independent director;  or (ii) interfere or attempt to interfere with
the relationship of Buyer with any customer of the ADS
Business.  Notwithstanding the foregoing, if there has been an event
of default under the Note, the restrictions set forth in clause “(i)” of this
Section 5.7(b) shall no longer apply.

       

      5.8           Revenue
Sharing.  Buyer shall use commercially reasonable efforts to
provide the services and obligations pursuant to the Base Agreement dated as of
September 22, 2006 between International Business Machines Corporation and
Seller and all Statements of Work and Work Authorizations relating to the DDG
1000 program and executed thereunder or in connection therewith (the “IBM
Agreement”).  From and after the Closing Date and until the
fourth anniversary of the Closing Date, Buyer shall pay to Seller fifty percent
(50%) of all revenue received by Buyer in connection with proposals arising
under or related to the IBM Agreement.  All revenue in connection with
proposals arising under or related to the IBM Agreement prior to the Closing
Date shall belong to Seller.

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      5.9           License
Grant.  Subject to Section 5.6 hereof, Buyer hereby grants
Seller a non-exclusive, fully-transferable, assignable, perpetual, irrevocable,
worldwide, fully-paid and royalty-free license under all of Buyer’s Intellectual
Property Rights to: (a) internally use, reproduce, modify, make, have made and
create derivative works of the Source Code for ADS included in the ADS/ACS
Intersect, as defined below (the “Licensed Code”) and
compile the Licensed Code and derivatives into object code form, all for the
sole purpose of further developing, modifying, marketing, commercializing, and
enhancing ACS; and (b) to use, sell, transfer, import, export, lease, license,
perform, display and distribute and sublicense the Licensed Code as incorporated
into ACS through any means or medium or in any way currently known or unknown
including the right to sublicense some or all of the foregoing rights through
multiple tiers of sublicenses, all for any purpose.  Seller
acknowledges that the Source Code will constitute as of the Closing a valuable
trade secret of Buyer.  Accordingly, Seller agrees not to disclose or
use (including, without limitation, not to modify or create derivative works
from) the Source Code except as expressly permitted in this Section
5.9.  For purposes of avoidance of doubt, the license to the Licensed
Code set forth above shall only apply to the Source Code for ADS in the original
form delivered to Buyer by Seller, and shall not include any license to any
modifications made to such Source Code following the Closing.  For
purposes of avoidance of doubt, this license is only for the ADS/ACS Intersect
portions of the Source Code for ADS, and not for all of the Source Code for
ADS.  For purposes of avoidance of doubt, nothing herein is intended
to limit the Seller’s use of source code, software, technology or Intellectual
Property that is included in ACS but is not included in ADS. For purposes of
this Section 5.9, “ADS/ACS Intersect”
shall mean that certain source code, software, technology and Intellectual
Property that is included in both ADS and ACS.

       

      5.10           Publicity;
Confidentiality.  Seller shall ensure that, on and after the
Closing Date:  (a) no press release or other publicity concerning any
of the Transactions is issued or otherwise disseminated by or on behalf of
Seller without Buyer’s prior written consent; (b) Seller continues to keep the
terms of this Agreement and the other Transactional Agreements strictly
confidential; and (c) Seller keep strictly confidential, and Seller shall not
use or disclose to any other Person, any non-public document or other
information that relates directly or indirectly to the Purchased Assets or the
ADS Business, provided, however, that (i)
Seller shall consult with and shall seek the consent of Buyer (which consent
shall not be unreasonably withheld) with respect to the content of the initial
press release issued on behalf of Seller pertaining to the Transactions, and
(ii) Seller may comply with all of its periodic disclosure responsibilities
under securities laws.

       

      5.11           Consulting
Agreement.  Within thirty (30) days following the execution of
this Agreement, the Buyer and the Seller will negotiate in good faith and use
reasonable commercial efforts to agree to a Consulting Agreement under which
Buyer will provide consulting services to Seller.

       

      
        	
                6.

              	
                MISCELLANEOUS

              


      

       

      6.1           Amendment.  This
Agreement may not be amended or modified except by an instrument in writing
signed by or on behalf of Buyer and Seller.

       

      6.2           Waiver.  No
failure on the part of any Person to exercise any power, right, privilege or
remedy under this Agreement, and no delay on the part of any Person in
exercising any power, right, privilege or remedy under this Agreement, shall
operate as a waiver of such power, right, privilege or remedy; and no single or
partial exercise of any such power, right, privilege or remedy shall preclude
any other or further exercise thereof or of any other power, right, privilege or
remedy.  No Person shall be deemed to have waived any claim arising
out of this Agreement, or any power, right, privilege or remedy under this
Agreement, unless the waiver of such claim, power, right, privilege or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of such Person; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      6.3           Notices.  All
notices, claims, demands and other communications given or delivered under this
Agreement shall be in writing and shall be deemed to have been duly made or
given when: (a) personally delivered, (b) the first business day after sent by
registered mail, by overnight courier or by express delivery service, provided
that proof of delivery is returned in connection therewith; (c) if sent by
facsimile transmission before 2:00 p.m. in California, when transmitted and
receipt is confirmed; (d) if sent by facsimile transmission after 2:00 p.m. in
California and receipt is confirmed, on the following business day, in any case
to the address or facsimile telephone number set forth beneath the name of such
Party below (or to such other address or facsimile telephone number as such
Party shall have specified in a written notice given to the other Party hereto)
at the following addresses (or such other address for a Party as shall be
specified in a notice given in accordance here):

       

      
        	
                If
      to Seller:

                 

                Ants
      Software Inc.

                700
      Airport Blvd., Suite 300

                Burlingame,
      CA 94010

                Attention:  Legal
      Dept.

                Fax:
      (650) 931-0510

                 

              	
                with
      a copy to:

                 

                The
      Corporate Law Group

                500
      Airport Blvd., Suite 120

                Burlingame,
      CA  94010

                Attention:  Paul
      Marotta

                Fax:
      (650) 227-8000

                 

              
	
                If
      to Buyer:

                 

                Four
      J’s Development Tools, Inc.

                251
      O'Connor Ridge Blvd.

                Suite
      125

                Irving,
      Texas 75038

                Fax
      : +1 972 893 7304

                 

                 

              	
                With
      a copy to:

                 

                Cooley
      Godward Kronish LLP

                3000
      El Camino Real

                Five
      Palo Alto Square

                Palo
      Alto, CA 94306

                Fax:
      (650) 749-8400

                Attn:
      Mike Stern, Esq.

              


      

       

      6.4           Binding Agreement;
Assignment.  This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the Parties and their
respective successors and permitted assigns; provided that neither
Party may assign or delegate (whether by operation of law or otherwise) this
Agreement, any of the Transactional Agreements or any of the rights, interests
or obligations hereunder and thereunder without the other Party’s prior written
consent, except that a Party may so assign or delegate without such consent to
its direct or indirect successor in interest by way of merger, acquisition or
sale of all or substantially all of its assets.

       

      6.5           Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law or public
policy, such provision shall be ineffective only to the extent of such
prohibition or invalidity, and all other terms of this Agreement shall remain in
full force and effect for so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any Party.

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      6.6           Construction.  The
language used in this Agreement shall be deemed to be the language chosen by the
Parties to express their mutual intent, and no rule of construction is intended
or shall be applied for or against any Party.  The Parties intend that
each representation, warranty and covenant contained herein shall have
independent significance.  The word “including” shall mean including
without limitation regardless of whether such words are included in some
contexts but not others.  The Parties hereto shall be deemed joint
authors hereof for all purposes.  All references in this Agreement to
“$” are intended to refer to U.S. dollars.

       

      6.7           Captions.  The
captions used in this Agreement are for convenience of reference only and do not
constitute a part of this Agreement and shall not be deemed to limit,
characterize or in any way affect any provision of this Agreement, and all
provisions of this Agreement shall be enforced and construed as if no caption
had been used in this Agreement.

       

      6.8           Disclosure
Schedule.  The Disclosure Schedule shall be arranged in
separate parts corresponding to the numbered and lettered sections contained
herein.

       

      6.9           Entire
Agreement.  This Agreement, including the Schedules hereto, the
other Transactional Agreements and other documents referred to herein, contain
the entire agreement between the Parties and supersede any prior understandings,
agreements or representations by or between the Parties, written or oral, which
may have related to the subject matter hereof. For the avoidance of doubt it is
hereby clarified that this Agreement shall supersede that certain Software
License Agreement, entered between the Parties on July 7, 2006.

       

      6.10           Parties in
Interest.  Nothing in this Agreement, express or implied, is
intended to confer on any Person other than the Parties and their respective
successors and assigns any rights or remedies under or by virtue of this
Agreement.

       

      6.11           Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original but all of which taken together shall constitute one and the
same instrument.

       

      6.12           Governing
Law.  All questions concerning the construction, validity and
interpretation of this Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
executed in and to be performed in that State.

       

      6.13           CONSENT TO
JURISDICTION.  THE PARTIES AGREE THAT JURISDICTION AND VENUE IN
ANY ACTION BROUGHT BY ANY PARTY PURSUANT TO THIS AGREEMENT SHALL PROPERLY AND
EXCLUSIVELY LIE IN ANY FEDERAL OR STATE COURT LOCATED IN THE COUNTY OF SANTA
CLARA, STATE OF CALIFORNIA.  BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH
COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH
ACTION.  THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN
SUCH COURT, AND HEREBY WAIVE ANY OBJECTION THAT SUCH COURT IS AN IMPROPER OR
INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH ACTION.

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      6.14           WAIVER OF JURY
TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

       

      6.15           Definitions.  For
purposes of this Agreement:

       

      (a)           “ACS” shall mean ANTs
Compatibility Server, which is software that connects applications to third
party databases.  It is hereby clarified and agreed that ACS is not
and will never be by itself a database.

       

      (b)           “ADS Business” shall mean the
business of Seller known as the ANTs Data Server, including the sale, marketing,
development, offering or any service or product developed, marketed, sold,
offered or supported as part of ADS (it being understood that the rights
applicable to the ADS Business shall be subject to any rights relating to ACS as
set forth in this Agreement and the Transactional Agreements).

       

      (c)           “Buyer Indemnitee” shall mean the
following Persons: (i) Buyer; (ii) Buyer’s current and future affiliates
(including any direct or indirect entity that controls or being controlled by or
is under common control with Buyer); (iii) the respective officers, directors,
employees, agents, attorneys, accountants and advisors of the Persons referred
to in clauses “(i)” and “(ii)” above; and (iv) the respective successors and
assigns of the Persons referred to in clauses “(i)”, “(ii)” and “(iii)”
above.

       

      (d)           “Buyer’s Financing” shall mean
a transaction or a series of related transactions in which Buyer sells any of
its securities for aggregate gross proceeds of not less than
$5,000,000.

       

      (e)           “Claim” shall mean and include
all past, present and future disputes, claims, controversies, demands, rights,
obligations, liabilities, actions and causes of action of every kind and nature,
including:  (a) any unknown, unsuspected or undisclosed claim; and (b)
any claim, right or cause of action based upon any breach of any express,
implied, oral or written contract or agreement.

       

      (f)            “Consent”  shall
mean any approval, consent, ratification, permission, permit, waiver or
authorization (including any Governmental Authorization).

       

      (g)           “Contract”  shall
mean any written, oral, implied or other agreement, contract, understanding,
arrangement, instrument, note, guaranty, indemnity, representation, warranty,
assignment, certificate, purchase order, insurance policy, benefit plan,
commitment, covenant, assurance or undertaking of any nature.

       

      (h)           “Customer Information” shall
mean customer lists, customer contact information, customer correspondence and
customer licensing and purchasing histories relating to current and former
customers.

       

      (i)           “Damages” shall include any
loss, damage, injury, decline in value, lost opportunity, Liability, claim,
demand, settlement, judgment, award, fine, penalty, Tax, fee (including any
legal fee, expert fee, accounting fee or advisory fee), charge, cost (including
any cost of investigation) or expense of any nature.

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      (j)           “Designated Employees” shall
mean the employees listed on Schedule
6.15(j).

       

      (k)           “Disclosure
Schedule”  shall mean the disclosure schedule (dated as of the
date of this Agreement) delivered to Buyer by Seller.

       

      (l)           “Encumbrances” shall mean any
lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance,
equity, trust, equitable interest, claim, preference, right of possession,
lease, tenancy, license, encroachment, covenant, infringement, interference,
order, proxy, option, right of first refusal, preemptive right, community
property interest, legend, defect, impediment, exception, reservation,
limitation, impairment, imperfection of title, condition or restriction of any
nature (including any restriction on the transfer of any asset, any restriction
on the receipt of any income derived from any asset, any restriction on the use
of any asset and any restriction on the possession, exercise or transfer of any
other attribute of ownership of any asset)

       

      (m)           “Entity” shall mean any
corporation (including any non-profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture, estate, trust,
cooperative, foundation, society, political party, union, company (including any
limited liability company or joint stock company), firm or other enterprise,
association, organization or entity.

       

      (n)            “Governmental Authorization”
shall mean any: (i) permit, license, certificate, franchise, concession,
approval, consent, ratification, permission, clearance, confirmation,
endorsement, waiver, certification, designation, rating, registration,
qualification or authorization issued, granted, given or otherwise made
available by or under the authority of any Governmental Body or pursuant to any
Legal Requirement; or (ii) right under any Contract with any Governmental
Body.

       

      (o)           “Governmental Body” shall mean
any: (i) nation, principality, state, commonwealth, province, territory, county,
municipality, district or other jurisdiction of any nature; (ii) federal, state,
local, municipal, foreign or other government; (iii) governmental or
quasi-governmental authority of any nature (including any governmental division,
subdivision, department, agency, bureau, branch, office, commission, council,
board, instrumentality, officer, official, representative, organization, unit,
body or Entity and any court or other tribunal); (iv) multi-national
organization or body; or (v) individual, Entity or body exercising, or entitled
to exercise, any executive, legislative, judicial, administrative, regulatory,
police, military or taxing authority or power of any nature.

       

      (p)           “Intellectual Property” shall
mean any present or future right to exclude, granted under federal, state or
foreign law, which right is currently available by ownership, license or
otherwise or that becomes available by ownership, license or otherwise in the
future, including but not limited to any or all of the following (i) works of
authorship including, without limitation, computer programs, source code and
executable code, whether embodied in software, firmware or otherwise,
documentation, designs, files, records, data and mask works, (ii) inventions
(whether or not patentable and whether or not  reduced to practice),
discoveries, improvements, and technology, (iii) proprietary and confidential
information, trade secrets and, know how, and show how, (iv) databases, data
compilations and collections and technical data, (v) logos, trade names, indicia
of origin, trade dress, trademarks and service marks, (vi) domain names, web
addresses and sites, (vii) tools, methods and processes, and (viii) all
instantiations of the foregoing in any form and embodied in any
media.

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      (q)           “Intellectual Property Rights”
shall mean worldwide common law and statutory legal rights arising from or
associated with (i) patents and patent applications, (ii) works of authorship
including copyrights, copyright registrations and copyright applications and
“moral” rights, (iii) the protection of trade and industrial secrets and
confidential information, (iv) other proprietary rights relating to intangible
intellectual property, (v) trademarks, trade names and service marks, (vi)
analogous rights to those set forth above, (vii) divisions, continuations,
continuations-in-part, renewals, reissuances and extensions of the foregoing (as
applicable), and (viii) Intellectual Property.

       

      (r)           “Knowledge” shall mean actual
knowledge or knowledge which is obtainable by the exercise of commercially
reasonable care.

       

      (s)           “Legal Requirement” shall mean
any federal, state, local, municipal, foreign or other law, statute,
legislation, constitution, principle of common law, resolution, ordinance, code,
edict, decree, proclamation, treaty, convention, rule, regulation, ruling,
directive, pronouncement, requirement, specification, determination, decision,
opinion or interpretation issued, enacted, adopted, passed, approved,
promulgated, made, implemented or otherwise put into effect by or under the
authority of any Governmental Body.

       

      (t)           “Liability” shall mean any
debt, obligation, duty or liability of any nature (including any unknown,
undisclosed, unmatured, unaccrued, unasserted, contingent, indirect,
conditional, implied, vicarious, derivative, joint, several or secondary
liability), regardless of whether such debt, obligation, duty or liability would
be required to be disclosed on a balance sheet prepared in accordance with
generally accepted accounting principles and regardless of whether such debt,
obligation, duty or liability is immediately due and payable.

       

      (u)           “Person” shall mean any
individual, Entity or Governmental Body.

       

      (v)           “Proceeding” shall mean any
action, suit, litigation, arbitration, proceeding (including any civil,
criminal, administrative, investigative or appellate proceeding and any informal
proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination
or investigation commenced, brought, conducted or heard by or before, or
otherwise involving, any Governmental Body or any arbitrator or arbitration
panel.

       

      (w)           “Registered Intellectual
Property” shall mean all Seller Intellectual Property that is registered,
filed, issued under the authority of, certified or otherwise perfected by
recordation with any Governmental Body or other public legal
authority.

       

      (x)           “Seller Contract” shall mean
any Contract: (a) to which Seller or any affiliate of Seller is a party; (b) by
which Seller or any affiliate of Seller or any of its assets is or may become
bound or under which Seller or any affiliate of Seller has, or may become
subject to, any obligation; or (c) under which Seller or any affiliate of Seller
has or may acquire any right or interest.

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      (y)           “Seller Indemnitee” shall mean the
following Persons: (i) Seller; (ii) Seller’s current and future affiliates
(including any direct or indirect entity that controls or being controlled by or
is under common control with Seller); (iii) the respective officers, directors,
employees, agents, attorneys, accountants and advisors of the Persons referred
to in clauses “(i)” and “(ii)” above; and (iv) the respective successors and
assigns of the Persons referred to in clauses “(i)”, “(ii)” and “(iii)”
above.

       

      (z)           “Seller Intellectual Property”
shall mean any Intellectual Property and Intellectual Property Rights embodied
in or relating to the ADS Business and all other Intellectual Property or
Intellectual Property Rights relating to the ADS Business in which Seller has
(or purports to have) an ownership interest of any nature (whether exclusively,
jointly with another Person or otherwise) or a license.

       

      (aa)           “Source
Code” shall
include, but is not limited to, the fully commented source code for the
software owned,
possessed, developed or used by Seller in the ADS Business, macros,
scripts, specialized routines, procedures and documentation sufficient to allow
for complete restoration, utilization, and modification of such software, and
will be sufficient to allow a computer programmer reasonably skilled in the art
to compile/build such software into machine readable form. 

       

      (bb)           “Tax”  shall mean
any tax (including any income tax, franchise tax, capital gains tax, estimated
tax, gross receipts tax, value-added tax, surtax, excise tax, ad valorem tax,
transfer tax, stamp tax, sales tax, use tax, property tax, business tax,
occupation tax, inventory tax, occupancy tax, withholding tax or payroll tax),
levy, assessment, tariff, impost, imposition, toll, duty (including any customs
duty), deficiency or fee, and any related charge or amount (including any fine,
penalty or interest), that is, has been or may in the future be (i) imposed,
assessed or collected by or under the authority of any Governmental Body, or
(ii) payable pursuant to any tax-sharing agreement or similar
Contract.

       

      (cc)           “Tax Return” shall mean any
return (including any information return), report, statement, declaration,
estimate, schedule, notice, notification, form, election, certificate or other
document or information that is, has been or may in the future be filed with or
submitted to, or required to be filed with or submitted to, any Governmental
Body in connection with the determination, assessment, collection or payment of
any Tax or in connection with the administration, implementation or enforcement
of or compliance with any Legal Requirement relating to any Tax.

       

      (dd)           “Threshold Amount” shall mean
$10,000.

       

      (ee)           “Transactional Agreements”
shall mean: (a) this Agreement; (b) the Bill of Sale; (c) the Note; and (d) all
other documents and agreements delivered or to be delivered in connection with
the Transactions.

       

      (ff)           “Transactions” shall mean: (a)
the execution and delivery of the respective Transactional Agreements; and (b)
all of the transactions contemplated by the respective Transactional Agreements,
including: (i) the sale of the Purchased Assets by Seller to Buyer in accordance
with this Agreement; (ii) the assumption of the Assumed Liabilities by Buyer in
accordance with this Agreement; and (iii) the performance by Seller and Buyer of
their respective obligations under the Transactional Agreements, and the
exercise by Seller and Buyer of their respective rights under the Transactional
Agreements.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, each of
the Parties hereto has executed this Agreement, or has caused this Agreement to
be executed by its respective officer thereunto duly authorized, all as of the
day and year first above written.

       

      ANTs
software inc.,

      a
Delaware corporation

      


      


      


      By:           _____________/s/____________

      Name:      ___________________________

      Title:        ___________________________

      


      Four
J’s Development Tools, Inc.,

      a
Washington corporation

      


      


      


      By:           ______________/s/___________

      Name:      ___________________________

      Title:        ___________________________


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      List of
Exhibits

       

      Exhibit
1.4.1 Note

       

      Exhibit
1.6(b) Bill of Sale

       

      


       

      List of
Schedules

       

      Schedule
1.1(a) - Purchased Patents

       

      Schedule
1.1(b) – Intellectual Property

       

      Schedule
1.1(c) - Purchased Fixed Assets

       

      Schedule
1.1(d) - Transferred Contracts

       

      Schedule
1.1A - Excluded Assets

       

      Schedule
5.3 - Sub-Leased Facility

       

      Schedule
5.4 - IT Designated Employee and IT Services

       

      Schedule
6.15(j) - Designated Employees


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      Schedule
6.15(j)

       

      Designated
Employees

       

      [ redacted ]

       

       

       

      30